HomeMy WebLinkAboutCity Council Resolution 1986-306After due consideration of the bids, Councilmember Crain in-
troduced the following resolution and moved its adoption:
RESOLUTION NO. 86_306
RESOLUTION AWARDING THE SALE OF $4,725,000
GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 1986A;
FIXING THEIR FORM AND SPECIFICATIONS;
DIRECTING THEIR EXECUTION AND DELIVERY;
AND PROVIDING FOR THEIR PAYMENT.
BE IT RESOLVED By the City Council of the City of Plymouth,
Minnesota, (City) as follows:
Section 1. Sale of Bonds.
1.01. The bid of (Purchaser) to
purchase $4,725,000 General Obligation Improvement Bonds, Series 1986A
(Bonds) of the City described in the Official Notice of Sale thereof is
hereby found and determined to be the highest and best bid received pur-
suant to duly advertised notice of sale and shall be and is hereby accept-
ed, the bid being to purchase tt,e Bonds at a price of $ plus
accrued interest to date of delivery, for Bonds bearing interest as fol-
lows:
Year of
Maturity
1988
1989
1990
1991
1992
Interest
Rate
Z
Net Effective Interest Rate:
Reoffering yield:
Year of
Maturity
1993
1994
1995
1996
Interest
Rate
Z
The Finance Director is directed to retain the good faith check of the
Purchaser pending completion of the sale and delivery of the Bonds, and to
return the checks of the unsuccessful bidders forthwith. The sum of
being the amount offered by the Purchaser in ercess of $4,654,125
shall be credited to the Debt Service Fund created by Section 3. The sum
of $ representing capitalized interest shall be credited to the
Debt Service Fund.
1.02. The City shall forthwith issue and sell the Bonds in the total
principal amount of $4,725,000, originally dated as of June 1, 1986, the
Bonds being in fully registered form and issued in the denomination of
$5,000 or any integral multiple thereof, numbered no. R1 upward, bearing
interest as above set forth, and which Bonds mature serially on larch 1 in
the years and amounts as fellows:
YEAR
AMOUNT
YEAR
AMOUNT
1988
$250,000
1993
$800,000
1989
400,000
1994
700,000
1990
500,000
1995
300,000
1991
600,000
1996
375,000
1992
800,000
Bonds of this issue maturing in the years 1995 and 1996 are subject to
redemption in whole or in part in inverse order of maturity at the option
of the city on March 1, 1994 at par plus accrued interest. If less than
all the bonds of a maturity are called for redemption the specific bonds to
be prepaid will be chosen by lot by the Registrar.
Section 2. Form: Registration.
2.01. Registered Form. The Bonds shall be issuable only in fully
registered form. The interest thereon and, upon surrender of each Bond,
the principal amount thereof shall be payable by check or draft issued by
the Registrar described herein.
2.02. Dates; Interest payment Dates. Each Bond shall be dated as of
the last interest payment date preceding the date of authentication to
which interest on the Bond has been paid or made available for payment,
unless (i) the date of authentication is an interest payment date to which
interest has been paid or made available for payment, in which case such
Bond shall be dated as of the date of authentication, or (ii) the date of
authentication is prior to March 1, 1987, in which case such Bond shall be
dated as of June 1, 1986. The interest on the Bonds shall be payable on
March 1 and September 1 in each year, commencing !larch 1, 1987, to the
owner of record thereof as of the close of business on the fifteenth day of
the immediately preceding month, whether or not such day is a business day.
2.03. Registration. The City shall appoint, and shall maintain, a
bond registrar, transfer agent, authenticating agent and paying agent
(Registrar). The effect of registration and the rights and duties of the
City and the Registrar with respect thereto shall be as follows:
(a) Register. The Registrar shall keep at its principal corpo-
rate trust office a bond register in which the Registrar shall provide
for the registration of ownership of Bonds and the registration of
transfers and exchanges of Bonds entitled to be registered, trans-
ferred or exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of any Bond
duly endorsed by the registered owner thereof or accompanied by a
written instrument of transfer, in form satisfactory to the Registrar,
duly executed by the registered owner thereof or by an attorney duly
authorized by the registered owner in writing, the Registrar shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Bonds of a like aggregate principal
amount and maturity, as requested by the transferor. The "Registrar
may, however, close the books for registration of any transfer after
the fifteenth day of the month preceding each interest payment date
and until such interest payment date.
(c) Exchange of Bonds. Whenever any Bonds are surrendered by
the registered owner for exchange the Registrar shall authenticate and
deliver one or more new Bonds of a like aggregate principal amount and
maturity, as requested by the registered owner or the owner's attorney
in writing.
(d) Cancellation. All Bonds surrendered upon any transfer or
exchange shall be promptly cancelled by the Registrar and thereafter
disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When any Bond is pre-
sented to the Registrar for transfer, the Registrar may refuse to
transfer the same until it is satisfied that the endorsement on such
Bond or separate instrument of transfer is valid and genuine and that
the requested transfer is legally authorized. The Registrar shall
incur no liability for the refusal, in good faith, to make transfers
which it, in its judgment, deems improper or unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat
the person in whose name any Bond is at any time registered in the
bond register as the absolute owner of such Bond, whether such Bond
shall be overdue or not, for the purpose of receiving payment of, or
on account of, the principal of and interest on such Bond and for all
other purposes, and all such payments so made to any such registered
owner or upon the owner's order shall be valid and effectual to
satisfy and discharge the liability upon such Bond to the extent of
the sum or sums so paid.
(g) Taxes, Fees and Charges. For every transfer or exchange of
Bonds, the Registrar may impose a charge upon the owner thereof suffi-
cient to reimburae the Registrar for any tax, fee or other govern-
mental charge required to be paid with respect to such transfer or
exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any
Bond shall become mutilated or be destroyed, stolen or lost, the
Registrar shall deliver a new Bond of like amount, number, maturity
date and tenor in exchange and substitution for and upon cancellation
of any such mutilated Bond or in lieu of and in substitution for any
such Bond destroyed, stolen or lost, upon the payment of the reason-
able expenses and charges of the Registrar in connection therewith;
and, in the case of a Bond destroyed, stolen or lost, upon filing with
the Registrar of evidence satisfactory to it that such Bond was
destroyed, stolen or lost, and of the ownership thereof, and upon
furnishing to the Registrar of an appropriate bond or indemnity in
form, substance and amount satisfactory to it, in which both the City
and the Registrar shall be named as obligees. All Bonds so sur-
rendered to the Registrar shall be cancelled by it and evidence of
such cancellation shall
destroyed, stolen or lost
redemption in accordance
issue a new Bond prior to
be given to the City.
Bond has already matured
with its terms it shall
payment.
If the mutilated,
or been called for
not be necessary to
(i) Redemption. In the event any of the Bonds are called for
redemption, notice thereof identifying the Bonds to be redeemed will
be given by the Registrar by mailing a copy of the redemption notice
by first class mail (postage prepaid) not more than 60 and not less
than 30 days prior to the date fixed for redemption to the registered
owner of each Bond to be redeemed at the address shorn on the regis-
tration books kept by the Registrar and by publishing said notice in
the manner required by law. Failure to give such notice by publica-
tion or by mail to any registered owner, or any defect therein will
not affect the validity of any proceeding for the redemption of Bonds.
All Bonds so called for redemption will cease to bear interest after
the specified redemption date, provided that the funds for the redemp-
tion are on deposit with the place of payment at that time.
2.04. Appointment of Initial Registrar. The City hereby appoints
, Minnesota, as the initial Registrar.
The Mayor and the Manager are authorized to execute and 4e11ver, on behalf
of the City, a contract with the Registrar. Upon merger or consolidation
of the Registrar with another corporation, if the resulting corporation is
a bank or trust company authorized by law to conduct such business, such
corporation shall be authorized to act as successor Registrar. The City
agrees to pay the reasonable and customary charges of the Registrar for the
services performed. The City reserves the right to remove the Registrar
upon 30 days' notice and upon the appointment of a successor Registrar, in
which event the predecessor Registrar shall deliver all cash and Bonds in
Its possession to the successor Registrar and shall deliver the bond
register to the successor Registrar. On or before each principal or
interest due date, without further order of this Council, the Finance
Director shall transmit to the Registrar moneys sufficient for the payment
of all principal and interest then due.
2.05. Execution, Authentication and Delivery. The Bonds shall be
prepared under the direction of the Clerk and shall be executed on behalf
of the City by the signatures of the Mayor and the Manager, provided that
all signatures may be printed, engraved or lithographed facsimiles of the
originals. In case any officer whose signature or a facsimile of whose
signature shall appear on the Bonds shall cease to be such officer before
the delivery of any Bond, such signature or facsimile shall nevertheless be
valid and sufficient for all purposes, the same as if the officer had
remained in office until delivery. Notwithstanding such execution, no Bond
shall be valid or obligatory for any purpose or entitled to any security or
benefit under this Resolution unless and until a certificate of authentica-
tion on such Bond has been duly executed by the manual signature of an
authorized representative of the Registrar. Certificates of authentication
on different Bonds need not be signed by the same representative. The exe-
cuted certificate of authentication on each Bond shall be conclusive
evidence that it has been authenticated and delivered under this Resolu-
tion. When the Bonds have been so prepared, executed and authenticated,
the Finance Director shall deliver the same to the Purchaser thereof upon
payment of the purchase price in accordance with the contract of sale
heretofore made and executed, and the Purchaser shall not be obligated to
see to the application of the purchase price.
2.06. Form of Bonds. The Bonds shall be printed in substantially the
following form:
[Face of the Bond)
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF PLYMOUTH
GENERAL OBLIGATION IMPROVEMENT BOND, SERIES 1986A
Date of
Rate Maturity Original Issue CUSIP
June 1, 1986
No. R -
The City of Plymouth, a duly organised and existing municipal
corporation in Hennepin County, Minnesota (City), acknowledges itself to be
Indebted and for value received hereby promises to pay to
or registered assigns the principal sum of $ on the maturity date
specified above, with interest thereon from the data hereof at the annual
rate specified above, payable March 1 and September 1 in each year, com-
mancing March 1, 1987, to the person in whose name this Bond is registered
at the close of business on the 15th day (whether or not a business day) of
the immediately preceding month. The interest hereon and, upon
presentation and surrender hereof, the principal hereof are payable in
lawful money of the United States of America by check or draft by
as Bond Registrar, Transfer
Agent, Authenticating Agent and Paying Agent, or its designated successor
under the Resolution described herein. For the prompt and full payment of
such principal and interest as the same respectively become due, the full
faith and credit and taxing powers of the City have been and are hereby
Irrevocably pledged.
Bonds of this issue maturing in the years 1995 and 1996 are subject to
redemption in whole or in part in inverse order of maturity at the option
of the city on March 1, 1994 at par plus accrued interest. If less than
all the bonds of a maturity are called for redemption the specific bonds to
be prepaid will be chosen by lot by the Registrar.
Additional provisions of this Bond are contained on the reverse hereof
and such provisions shall for all purposes have the same effect as though
fully set forth in this place.
This Bond shall not be valid or become obligatory for any purpose or
be entitled to any security or benefit under the Resolution until the
Certificate of Authentication hereon shall have been executed by the Bond
Registrar by manual signature of one of its authorized representatives.
IN WITNESS WHEREOF, the City of Plymouth, Hennepin County, Minnesota,
by its City Cour.,-il, has caused this Bond to be executed on its behalf by
the facsimile signatures of the Mayor and City Manager and has caused this
Bond to be dated as of the date set forth below.
Dated:
CITY OF PLYMOUTH, MINNESOTA
(facsimile) (facsimile)
City Manager Mayor
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution
mentioned within.
By
Authorized Representative
[Reverse of the Bond]
This Bond is one of an issue in the aggregate principal amount of
$4,725,000, all of like original date and tenor, except as to number,
maturity date, interest rate, and provision for redemption issued pursuant
to a resolution adopted by the City Council on May 20, 1986 (the Resolu-
tion), for the purpose of providing money to defray the expenses incurred
and to be incurred in making local improvements, pursuant to and in full
conformity with the Constitution and laws of the State of Minnesota,
including Minnesota Statutes, Chapter 429 and is payable primarily from
special assessments against property specially benefited thereby, but
constitutes a general obligation of the City and, to provide moneys for the
prompt and full payment of said principal and interest as the same become
due, the full faith and credit of the City is hereby irrevocably pledged,
and the City Council will levy ad valorem taxes, if required for such
purpose, which taxes say be levied on all of the taxable property in the
City without limitation as to rate or amount. The bonds of this series are
issued only as fully registered bonds in denominations of $5,000 or any
integral multiple thereof of single maturities.
As provided in the Resolution and subject to certain limitations set
forth therein, this Bond In transferable upon the books of the City at the
principal office of the Bond Registrar. by the registered owner hereof in
person or by the owner's attorney duly authorized in writing upon surrender
hereof together with a written: instrument of transfer satisfactory tr the
Bond Registrar, duly executed by the registered owner or the owner's
attorney; and may also be surrendered in exchange for Bonds of other
authorized denominations. Upon such transfer or exchange the City will
cause a new Bond or Bonds to be issued in the name of the transferee or
registered owner, of the same aggregate principal amount, bearing interest
at the same rate and maturing on the same date, subject to reimbursement
for any tax, fee or governmental charge required to be paid with respect to
such transfer or exchange.
The City and the Bond Registrar may deem and treat the person in whose
name this Bond is registered as the absolute owner hereof. whether this
Bond is overdue or not, for the purpose of receiving payment and for all
other purposes. and neither the City nor the Bond Registrar shall be
affected by any notice to the contrary.
IT IS HEREBY CERTIFIED. RECITED. COVENANTED AND AGREED that all acts,
conditions and things required by the Constitution and laws of the State of
Minnesota, to be done, to exist, to happen and to be performed preliminary
to and in the issuance of this Bond in order to make it a valid and binding
general obligation of the City in accordance with its terms, have been
done, do exist, have happened and have been performed as so required, and
that the issuance of this Bond does not cause the indebtedness of the City
to exceed any constitutional or statutory limitation of indebtedness.
(Form of certificate to be printed on the reverse side of each Bond,
following a full copy of the legal opinion.)
I certify that the above is a full, true and correct copy of the legal
opinion rendered by bond counsel on the issue of Bonds of the City of
Plymouth, Minnesota, which includes the within Bond, dated as of the date
of delivery of and payment for the Bonds.
(Facsimile Signature)
City Clerk
The following abbreviations, when used in the inscription of the
face of this Bond, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM -- as tenants UNIF GIFT MIN ACT Custodian
in cm nn (Must (Minor
TEN ENT -- as tenants
by entireties under Uniform Gifts to Minors
JT TEN -- as joint tenants with
right of survivorship and Act . . . . . . . . . . . . .
not as tenants in common (State)
Additional abbreviations say also be used though not in the
above list.
ASSIGNMENT
For value received. the undersigned hereby sells, assigns and
transfers unto
the within Bond and all rights thereunder, and
does hereby irrevocably constitute and ap,,oint
attorney to transfer the said Bond on the books kept for registration of
the within Bond, with full power of substitution in the premises.
Dated:
Notice: The assignor's signature to this assignment must
correspond with the name as it appears upon the
face of the within Bond in every particular, with-
out alteration or any change whatever.
Signature Guaranteed:
Signaturs(s) must be guaranteed by a national bank or trust company or by a
brokerage firm having a membership in one of the major stock ezchanges.
The Bond Registrar will not effect transfer of this Boud unless
the information concerning the assignee requested below is provided.
Name and Address:
(Include information for all joint owners if
this Bond is held by joint account)
Please insert social security or
other identifying number of assignee
2.07. The Clerk shall obtain a copy of the proposed approving legal
opinion of LeFevere, Lefler, Kennedy. O'Brien b Drawz, a Professional
Association, Minneapolis, Minnesota, which shall be complete except as to
dating thereof and shall cause the opinion to be printed on each Bond,
together with a certificate to be signed by the facsimile signature of the
Clerk in substantially the form set forth in the form of Bond. The Clerk
Is hereby authorized and directed to execute such certificate in the name
of the City upon receipt of such opinion and to file the opinion in the
City offices.
Section 3. Security: Payment.
3.01. The Bonds shall be payable from the Improvement Bonds, Series
1986A Fund (Debt Service Fund) hereby created, and the proceeds of any
general taxes hereinafter levied and special assessments (Assessments) to
be levied for the improvements (Improvements) financed by the Bonds are
hereby pledged to the Debt Service Fund. If any payment of principal or
interest on the Bonds shall become due when there is not sufficient money
In the Debt Service Fund to pay the same. the Finance Director shall pay
such principal or interest from the general fund of the City and such fund
may be reimbursed for such advances out of proceeds of Assessments for the
Improvements when collected.
3.02. It is hereby determined that the City will levy Assessments for
the Improvements in the principal amount of at least 202 of the cost of the
Improvements. To pay the City's share of the cost of the improvements,
there is hereby levied a direct annual irrepealable ad valorem tax levy
(Taxes) against all taxable properties in the City, which tax levy shall be
In the years and amounts as follows (year stated being year of levy for
collection the following year):
YEAR AMOUNT
YEAR AMOUNT
1986 $
1991 $
1987
1992
1988
1993
1989
1994
1990
1995
3.03. It is hereby determined that the estimated collections of
Assessments fot the payment of the Bonds and the foregoing Taxes will
produce at least five percent in excess of the amount needed to meet, when
due, the principal and interest payments on the Bonds. The City Clerk is
directed to file a certified copy of this resolution with the Director of
Property Taxation of Hennepin County, and obtain the certificate required
by Minnesota Statutes, Section 475,63.
3.04. It is hereby determined that the Improvements to be financed by
the Bonds will directly and indirectly benefit the abutting property, and
the City hereby covenants with the holders from time to time of the Bonds
as follows:
(a) The City has caused or will cause the Assessments
for the Improvements to be promptly levied so that the first
installment will be collectible not later than 1987 and will
take all steps necessary to assure prompt collection, and
the levy of the Assessments is hereby authorised. The City
Council shall cause all further actions and proceedings
relative to the making and financing of the Improvements
financed hereby to be taken with due diligence that are
required for the construction of each Improvems nts financed
wholly or partly from the proceeds of the Bonds, and for the
final and valid levy of the Assessments and the appro-
priation of any other funds needed to pay the Bonds and
interest thereon when due.
(b) In the event of any current or anticipated defi-
ciency in the Assessments and Taxes, the City Council will
levy ad valorem taxes in the amount of said current or
anticipated deficiency.
(c) The City will keep complete and accurate books and
records showing all receipts and disbursements in connection
with the Improvements, the Taxes and Assessments levied
therefor and other funds appropriated for their payment, and
all collections thereof and disbursements therefrom, moneys
on hand and balance of unpaid Assessments.
(d) The City will cause its books and records to be
audited at least annually and will furnish copies of such
audit reports to any interested person upon request.
3.05. Subject to the provisions of Section 4.03, the balance of
the Net Proceeds (gross proceeds of $ less $ costs of
Issuance, to -wit, $ ) of the Bonds after payments to the Debt
Service Fund required by Section 1.01 and payment of costs of issuance
of the Bonds shall be paid into a special 1986A Construction Account
hereby created in the Construction Fund for the Improvements.
Expenditures from the 1986A Construction Account shall be mods only
for capital costs of the Improvements financed by the Bonds. Records
of expenditures from the 1986 Construction Account shall be kept of
such nature as are adequate to enable the Treasurer to determine the
following:
(a) the date on which 5x of the Net Proceeds of the Bonds
will have been expended;
(b) the date on which construction of the Improvements
commenced;
(c) the amount of Net Proceeds to be used for the acquisi-
tion of tangible real and personal property in connection with
the Improvements and date of expenditure therefor;
(d) the date on which the constriction of the Improvements
will be 90Z completed; and
(e) the date on which an amount of money equal to the Net
Proceeds of the Bonds, from whatever source derived, shall have
been expended for the acquisition and construction of the Im-
provements. •
The Treasurer shall at the request of any Bondholder or of bond
counsel approving the issuance of the Bonds, furnish certificates
regarding the status of the monies in the 1986A Construction Account.
Sums on the 1986A Construction Account may be invested as permitted by
law and will be invested in accordance with and subject to the con-
ditions expressed in Section 4.03.
Section 4. Authentication of Transcript.
4.01. The officers of the City are hereby authorized and directed to
prepare and furnish to the Purchaser and to the attorneys approving the
Bonds, certified copies of proceedings and records of the City relating to
the Bonds and to the financial condition and affairs of the City, and such
other certificates, affidavits and transcripts as may be required to show
the facts within their knowledge or as shown by the books and records in
their custody and under their control, relating to the validity and market-
ability of the Bonds and such instruments, including any heretofore fur-
nished, shall be deemed representations of the City as to the facts stated
therein.
4.02. The Mayor, Manager and Finance Director are hereby authorized
and directed to certify that they have examined the Official Statement
dated May 5, 1986, prepared and circulated in connection with the issuance
and sale of the Bonds and that to the best of their knowledge and belief
the Official Statement is, as of the date thereof, a complete and accurate
representation of the facts and representations made therein as it relates
to the City.
4.03. The City hereby estimates that at least Sx of the Net Proceeds
of the Bonds will be expended for costs of the Improvements within 30 days
after delivery of the Bonds. The City covenants and agrees with the
holders from time to time of the Bonds that it will not take or permit to
be taken by any of its officers, employees or agents any action which would
cause the interest on the Bonds to become subject to taxation under the
Internal Revenue Code of 1954, as amended (the Code), and the Treasury
Regulations promulgated thereunder, and that it will comply with all
provisions of H.R. 3838 in the form in which it was adopted by the United
States House of Representatives on December 17, 1985, to maintain the
tax-exempt status of interest on the Bonds. In the event E.R. 3838 is not
finally adopted in the form referred to above, or in any form, or the
effective date of provisions of H.R. 3838 affecting the Bonds are delayed
beyond the date of delivery of the Bonds, the covenants in this Section
4.03 and in Section 3.05 will be of no further force or effect.
The motion for the adoption of the foregoing resolution was duly
seconded ry Councilmember _ Zitur and upon vote being taken thereon,
the folloN.ing voted in favor thereof:
Mayor Schneider, Councilmembers Crain, Sisk and Zitur
and the following voted against:
none
whereupon said resolution was declared duly passed and uoopted.
STATE OF MINNESOTA )
COUNTY OF HENNEPIN ) SS.
CITY OF PLYMOUTH )
I. the undersigned, being the duly qualified and acting Clerk of
the City of Plymouth, Minnesota, 3o hereby certify that I have carefully
compared the attached and foregoing extract of minutes of a special meeting
of the City Council held on Tuesday, May 20, 1986, with the original
thereof on file in my office and I further certify that the same is a full,
true and complete transcript therefrom insofar as the same relates to the
issuance and sale of the City's $4.725,000 General Obligation Improvement
Bonds. Series 1986A.
WITNESS My hand as Clerk and the corporate seal of the City this
day of
(SEAL)
. 1986.
City Clerk
City of Plymouth. Minnesota
' STATE OF MINNESOTA
COUNTY OF HENNEPIN
DIRECTOR OF PROPERTY
TAXATION'S CERTIFICATE
AS TO TAX LEVY AND
REGISTRATION
I, the undersigned Director of Property Taxation of Hennepin
County, Minnesota, hereby certify that a certified copy of a
resolution adopted by the governing body of the City of Plymouth,
Minnesota, on May 20, 1986, levying taxes for the payment of
$4,725,000 General Obligation Improvement Bonds, Series 1986A of said
municipality dated June 1, 1986, has been filed in my office and said
bonds have been entered on the register of obligations in my office
and that such tax has been levied as required by law.
WITNESS My hand and official seal this _ day of ,
1986.
Director of Property Taxation
Hennepin County, Minnesota
(SEAL)
OC660586.RAW